No Independent Committee Spawns 'Unfair Dealing' Claim—Court Disallows Guideline Public Company Price Evidence
M.G. Bancorporation (MGB) was merged into its 91.68% stockholder parent Southwest Bancorp Inc. (SWB) in a short-form cash-out merger on Nov. 17, 1993.
'Excess Capital' Issue in Dissent Case
Marks Berens, minority shareholder in Marquette Bank Shakopee, was required to surrender his shares pursuant to a consolidation by the majority shareholder of the bank (a bank holding company).
Berens v. Ludwig
At issue is the valuation of the plaintiff's minority interest in a national bank.
Court Rejects Hypothetical Control Premium Scenario
At issue is the value of Clyde Wright's 201,408 shares of common stock of the Wilber Corp., which owns 100% of the common stock of Wilber National Bank.
Dissent Case Cites Delaware Law But Applies Its Own Interpretation
A bank consolidation gave rise to minority stockholders' appraisal rights, which Berens exercised.
Berens v. Ludwig
At issue is the plaintiff's claim that the comptroller's, the defendant, appraisal of his stock in a bank was conducted in an arbitrary and capricious manner and the appraisal should be set aside.
W. Clyde Wright v. Commissioner
At issue is the valuation of decendant's 201,408 shares of common stock of the Wilber Corp.
Reich v. Valley National Bank of Arizona
This is an action brought by the Secretary of Labor against Valley National Bank of Arizona (Valley) and others for breach of fiduciary duty in connection with an ESOP.